EX-4.5



 Exhibit 4.5 
  

 
  

THIRD SUPPLEMENTAL INDENTURE 

Dated as of 

June 9, 2014 

Between 
 BAIDU, INC.

 as Company 

and 
 THE BANK OF NEW
YORK MELLON 
 as Trustee 
  

 
 2.750% NOTES
DUE 2019 
  
  

 







 THIRD SUPPLEMENTAL INDENTURE dated as of June 9, 2014 between Baidu, Inc., an exempted
company incorporated in the Cayman Islands (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”). 

WITNESSETH: 
 WHEREAS, the
Company and the Trustee executed and delivered an Indenture dated as of November 28, 2012 (the “Base Indenture”) to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness in an unlimited
aggregate principal amount to be issued from time to time in one or more series (such Base Indenture, as supplemented and amended by this Third Supplemental Indenture, herein referred to as the “Indenture”); 

WHEREAS, the Company has duly authorized the issuance of US$$1,000,000,000 aggregate principal amount of 2.750% Notes due 2019 (the
“Notes”); 
 WHEREAS, the Company has duly authorized the execution and delivery of this Third Supplemental Indenture
pursuant to Section 14.01 of the Base Indenture to establish the terms and the form of the Notes in accordance with Sections 2.01, 3.01 and 3.03 of the Base Indenture; 

WHEREAS, all things necessary to make this Third Supplemental Indenture a valid and legally binding agreement of the Company, in accordance
with its terms, have been done. 
 NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: 

That, in consideration of the premises and the purchase of the Notes by the Holders thereof for the equal and proportionate benefit of all of
the present and future Holders of the Notes, each party agrees and covenants as follows: 
 ARTICLE I 

SCOPE AND DEFINITIONS 

Section 1.01 Scope. The changes, modifications and supplements to the Base Indenture effected by this Third Supplemental Indenture
shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of
Securities specifically incorporates such changes, modifications and supplements. 
 Section 1.02 Definitions. 

(a) Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Base Indenture. 

(b) As used herein, the following additional defined terms shall have the following meanings with respect to the Notes only and be equally
applicable to both the singular and the plural forms of any of the terms herein defined: 
 “Additional Notes” has the
meaning provided in Section 2.01(c). 







 “Base Indenture” has the meaning provided in the recitals hereof. 

“BNY Mellon Group” has the meaning provided in Section 3.07. 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker that would
be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed. 

“Comparable Treasury Price” means, with respect to any Redemption Date pursuant to Section 2.02, (1) the average of
the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than three such Reference Treasury Dealer Quotations,
the average of all quotations obtained. 
 “DTC” means The Depository Trust Company, New York, New York. 

“Group” means the Company and its Controlled Entities. 

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally
recognized standing that is reasonably acceptable to the Trustee. 
 “Independent Investment Banker” means one of the
Reference Treasury Dealers appointed by the Company. 
 “Initial Notes” has the meaning provided in Section 2.01(c).

 “Lien” means any mortgage, charge, pledge, lien or other form of encumbrance or security interest. 

“Make Whole Amount” means an amount determined on the fifth Business Day before the Redemption Date pursuant to
Section 2.02 that is equal to the sum of (i) the present value of the principal amount of the Notes to be redeemed, assuming a scheduled repayment thereof on the date of Stated Maturity for payment of principal on such Notes, plus
(ii) the present value of the remaining scheduled payments of interest to and including such date of Stated Maturity for payment of principal on such Notes, discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months and, in the case of an incomplete month, the actual number of days elapsed) at the Treasury Yield plus 20 basis points. 

  
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 “Notes” has the meaning provided in the recitals hereof and
Section 2.01(c). 
 “Prospectus Supplement” means the preliminary prospectus supplement, dated June 3, 2014, or
the prospectus supplement, dated June 4, 2014, relating to the offering of the Notes. 
 “Reference Treasury Dealer”
means each of any three investment banks of recognized standing that is a primary U.S. government securities dealer in the United States, selected by the Company in good faith. 

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date pursuant
to Section 2.02, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference
Treasury Dealer as of 5:00 p.m., New York City time, on the fifth Business Day before such Redemption Date. 
 “Relevant
Indebtedness” means any indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be or are commonly, quoted, listed or
dealt in or traded on any stock exchange or over-the-counter or other securities market. 
 “Third Supplemental Indenture”
means this instrument. 
 “Treasury Yield” means, with respect to any Redemption Date pursuant to Section 2.02, the
rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the fifth Business Day before such Redemption Date) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 
 “Triggering Event”
means (A) any change in or amendment to the laws, regulations and rules of the PRC or the official interpretation or official application thereof (“Change in Law”) that results in (1) the Group (as in existence immediately
subsequent to such Change in Law), as a whole, being legally prohibited from operating substantially all of the business operations conducted by the Group (as in existence immediately prior to such Change in Law) as of the last date of the period
described in the consolidated financial statements of the Company for the most recent fiscal quarter and (2) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the
Group (as in existence immediately prior to such Change in Law) in the same manner as reflected in the consolidated financial statements of the Company for the most recent fiscal quarter and (B) the Company has not furnished to the Trustee,
prior to the date that is twelve months after the date of the Change in Law, an opinion from an Independent Financial Advisor or an Independent Legal Counsel stating either (1) the Company is able to continue to derive substantially all of the
economic benefits from the business operations conducted by the Group (as in existence immediately prior to such Change in Law), taken as a whole, as reflected in the consolidated financial statements of the Company for the most recent fiscal
quarter (including after giving effect to any corporate restructuring or reorganization plan of the Company) or (2) such Change in Law would not materially adversely affect the Company’s ability to make principal and interest payments on
the Notes when due. 

  
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 “Triggering Event Offer” has the meaning set forth in Section 2.04(a). 

“Triggering Event Payment” has the meaning set forth in Section 2.04(a). 

“Triggering Event Payment Date” has the meaning set forth in Section 2.04(a). 

Section 1.03 Rules of Construction. For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided
or unless the context otherwise requires: 
 (a) The words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Third Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. 

(b) References to “Article” or “Section” or other subdivision herein are references to an Article, Section
or other subdivision of this Third Supplemental Indenture, unless the context otherwise requires. 
 (c) References to any agreement,
instrument, statute or regulation defined or referred to herein or in any instrument establishing the terms of the Notes (or executed in connection therewith) are references to such agreement, instrument, statute or regulation as from time to time
amended, modified, supplemented or replaced, including (in the case of agreements or instruments) by waiver or consent and by succession of comparable successor agreements, instruments, statutes or regulations. 

ARTICLE II 
 THE
NOTES 
 Section 2.01 Terms of the Notes. The Notes are hereby created and designated as a separate series of Securities
under the Base Indenture. The following terms relate to the Notes: 
 (a) The Notes shall constitute a separate series of Securities under
the Base Indenture having the title “2.750% Notes due 2019.” 
 (b) The Notes shall be issued at a price of 99.320% of the
principal amount thereof, other than any offering discounts pursuant to the initial offering and resale of the Notes. 
 (c) The aggregate
principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be US$1,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes,
issue additional Notes (in any such case “Additional Notes”) having the same terms and conditions as the Initial Notes in all respects (or in all respects except for the Issue Date, the issue price or the first Interest Payment
Date). Any Additional Notes and the Initial Notes shall constitute a single series under the Indenture, provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes
shall not have the same CUSIP, ISIN or other identifying number as the Initial Notes. All references to the “Notes” shall include the Initial Notes and any Additional Notes unless the context otherwise requires. The aggregate
principal amount of each of the Additional Notes shall be unlimited. 

  
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 (d) The entire outstanding principal of the Notes shall be payable on June 9, 2019. 

(e) The rate at which the Notes shall bear interest shall be 2.750% per year. The date from which interest shall accrue on the Notes
shall be June 9, 2014, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Notes shall be June 9 and December 9 of each year, beginning December 9, 2014.
Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the May 25 and November 25 prior to each Interest Payment Date. The basis upon which interest shall be calculated shall be that of
a 360-day year consisting of twelve 30-day months. 
 (f) The Notes shall be issuable in whole in the form of one or more registered Global
Securities, and the Depositary for such Global Securities shall be DTC. The Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be denominated in U.S.
Dollars and shall be issuable in minimum denominations of US$200,000 or any integral multiples of US$1,000 in excess thereof. 
 (g) The
Notes may be redeemed at the option of the Company prior to the date of Stated Maturity for payment of principal on the Notes, as provided in Section 2.02. 

(h) The Notes will not have the benefit of any sinking fund. 

(i) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon
the occurrence of any particular events. 
 (j) The Notes will be senior unsecured obligations of the Company and will rank at least equal
in right of payment to all of the Company’s other existing and future unsecured and unsubordinated obligations (subject to any priority rights pursuant to applicable law). 

(k) The restrictive covenants set forth in Sections 2.03 and 2.04 shall be applicable to the Notes. 

Section 2.02 Optional Redemption. 

(a) The provisions of Article IV of the Base Indenture, as amended by the provisions of this Third Supplemental Indenture, shall apply to the
Notes. 

  
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 (b) The Company may, at any time upon giving not less than 30 nor more than 60 days’ notice
to Holders of the Notes (which notice shall be irrevocable), redeem the Notes, in whole or in part, at a redemption amount equal to the greater of (x) 100% of the principal amount of such Notes to be redeemed and (y) the Make Whole Amount,
plus, in each case, accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date);
provided that the principal amount of a Note remaining outstanding after redemption in part shall be US$200,000 or an integral multiple of US$1,000 in excess thereof. 

(c) If the Redemption Date pursuant to this Section 2.02 is on or after the relevant Record Date and on or before the related Interest
Payment Date, any accrued and unpaid interest to the Redemption Date pursuant to this Section 2.02 shall be paid on such Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date. 

(d) The Company or any of its Controlled Entities may, in accordance with all applicable laws and regulations, at any time purchase the Notes
in the open market or otherwise at any price, so long as such purchase does not otherwise violate the terms of the Indenture. The Notes that the Company or its Affiliates purchase may, in the discretion of the Company, be held, resold or canceled,
but will only be resold in compliance with applicable requirements or exemptions under the relevant securities laws. 
 Section 2.03
Limitation on Liens. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain outstanding: 

(a) Subject to the exceptions set forth in Section 2.03(b) below, the Company will not create or have outstanding, and the Company will
ensure that none of its Principal Controlled Entities will create or have outstanding, any Lien upon the whole or any part of their respective present or future undertaking, assets or revenues (including any uncalled capital) securing any Relevant
Indebtedness, or any guarantee or indemnity in respect of any Relevant Indebtedness either of the Company or of any of its Principal Controlled Entities, without (x) at the same time or prior thereto securing the Notes equally and ratably
therewith or (y) providing such other security for the Notes as shall be approved by an act of the Holders of such Notes holding at least a majority of the principal amount of the Notes then Outstanding. 

(b) The restriction set forth in Section 2.03(a) above will not apply to: 

(i) any Lien arising or already arisen automatically by operation of law which is timely discharged or disputed in good faith
by appropriate proceedings; 
 (ii) any Lien in respect of the obligations of any Person which becomes a Principal Controlled
Entity or which merges with or into the Company or a Principal Controlled Entity after the date hereof which is in existence at the date on which it becomes a Principal Controlled Entity or merges with or into the Company or a Principal Controlled
Entity; provided that any such Lien was not incurred in anticipation of such acquisition or of such Person becoming a Principal Controlled Entity or being merged with or into the Company or a Principal Controlled Entity; 

  
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 (iii) any Lien created or outstanding in favor of the Company; 

(iv) any Lien in respect of Relevant Indebtedness of the Company or any Principal Controlled Entity with respect to which the
Company or such Principal Controlled Entity has paid money or deposited money or securities with a fiscal agent, trustee or depositary to pay or discharge in full the obligations of the Company or such Principal Controlled Entity in respect thereof
(other than the obligation that such money or securities so paid or deposited, and the proceeds therefrom, be sufficient to pay or discharge such obligations in full); or 

(v) any Lien arising out of the refinancing, extension, renewal or refunding of any Relevant Indebtedness secured by any Lien
permitted by the foregoing clause (ii) of this Section 2.03(b); provided that such Relevant Indebtedness is not increased beyond the principal amount thereof (together with the costs of such refinancing, extension, renewal or
refunding) and is not secured by any additional property or assets. 
 Section 2.04 Repurchase Upon Triggering Event. The following
additional covenant shall apply with respect to the Notes so long as any of the Notes remain outstanding: 
 (a) If a Triggering Event
occurs, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 2.02 hereof or Section 4.07 of the Base Indenture, the Company shall make an offer to repurchase all or, at the Holder’s option, any
part (equal to US$200,000 or multiples of US$1,000 in excess thereof) of each Holder’s Notes pursuant to the offer described below (the “Triggering Event Offer”), at a purchase price in cash equal to 101% of the aggregate
principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of purchase (the “Triggering Event Payment”) (subject to the right of Holders of record on
the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following a Triggering Event, unless the Company has exercised its right to redeem all of the Notes pursuant Section 2.02 hereof or
Section 4.07 of the Base Indenture, the Company will mail a notice of such Triggering Event Offer to each Holder or otherwise give notice in accordance with the applicable procedures of DTC, with a copy to the Trustee, stating: 

(i) that a Triggering Event Offer is being made pursuant to this Section 2.04, including a description of the transaction
or transactions that constitute the Triggering Event, and that all Notes properly tendered pursuant to such Triggering Event Offer will be accepted for purchase by the Company at a purchase price in cash equal to 101% of the aggregate principal
amount of such Notes plus accrued and unpaid interest, if any, on such Notes to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); 

(ii) the purchase date (which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed)
(the “Triggering Event Payment Date”); 

  
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 (iii) that Notes must be tendered in amounts of US$200,000 or multiples of
US$1,000 in excess thereof, and any Note not properly tendered will remain outstanding and continue to accrue interest; 

(iv) that, unless the Company defaults in the payment of the Triggering Event Payment, any Note accepted for payment pursuant
to the Triggering Event Offer will cease to accrue interest on and after the Triggering Event Payment Date; 
 (v) that
Holders electing to have any Notes purchased pursuant to a Triggering Event Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying
Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Triggering Event Payment Date; 

(vi) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such
Notes; provided that the Paying Agent receives at the address specified in the notice, not later than the close of business on the 30th day following the date of the Triggering Event notice, a telegram, facsimile transmission or letter
setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; 

(vii) that if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount
to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to US$200,000 or an integral multiple of US$1,000 in excess thereof); and 

(viii) the other instructions, as determined by the Company consistent with this Section 2.04, that a Holder must follow.

 The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. If (A) the notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall
not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. 

(b) On the Triggering Event Payment Date, the Company will, to the extent lawful: 

(i) accept for payment all Notes or portions of Notes (of US$200,000 or integral multiples of US$1,000 in excess thereof)
properly tendered pursuant to the Triggering Event Offer; 

  
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 (ii) deposit with the Paying Agent, one Business Day prior to the Triggering
Event Payment Date, an amount equal to the Triggering Event Payment in respect of all Notes or portions of Notes properly tendered; and 

(iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with the terms of this Section 2.04. 

(c) The Paying Agent shall promptly mail, to each Holder who properly tendered Notes, the purchase price for such Notes properly tendered, and
the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will
be in a principal amount of US$200,000 or a multiple of US$1,000 in excess thereof. 
 (d) If the Triggering Event Payment Date is on or
after the relevant Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Triggering Event Payment Date shall be paid on such Interest Payment Date to the Person in whose name a Note is registered at
the close of business on such Record Date. 
 (e) The Company will not be required to make a Triggering Event Offer upon a Triggering Event
if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. In the
event that such third party terminates or defaults its offer, the Company will be required to make a Triggering Event Offer treating the date of such termination or default as though it were the date of the Triggering Event. 

(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, to the extent applicable, and any other securities
laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Triggering Event. To the extent that the provision of any such securities laws or regulations
conflicts with the Triggering Event Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Triggering Event Offer provisions of the Notes by
virtue of any such conflict. 

  
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 Section 2.05 Covenant Defeasance. Upon the Company’s exercise under
Section 12.03(a) of the Base Indenture of the option applicable to Section 12.03(c) thereof, the Company shall, subject to the satisfaction of the conditions set forth in Section 12.03(d) thereof, be released from its obligations
under the covenants contained in Section 6.04 and Section 6.06 thereof and from its obligations under the covenants contained in Section 2.03 and Section 2.04 of this Third Supplemental Indenture, on and after the date the
conditions set forth in Section 12.03(d) thereof are satisfied. 
 Section 2.06 Supplemental Indentures. 

(a) Section 6.05(a) of the Base Indenture shall be replaced in its entirety by the following with respect to the Notes only: 

“All payments of principal, premium, if any, and interest made by the Company in respect of any Security shall be made without withholding
or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or within the British Virgin Islands, the Cayman Islands,
the PRC or any jurisdiction where the Company is otherwise considered by a taxing authority to be a resident for tax purposes (in each case, including any political subdivision or any authority therein or thereof having power to tax) (the
“Relevant Jurisdiction”), unless such withholding or deduction of such Taxes is required by law. If the Company is required to make such withholding or deduction, the Company shall pay such additional amounts (“Additional
Amounts”) as will result in receipt by each Holder of Securities of such amounts as would have been received by such Holder had no such withholding or deduction of such Taxes been required, except that no such Additional Amounts shall be
payable: 
 (i) in respect of any such Taxes that would not have been imposed, deducted or withheld but for the existence of
any connection (whether present or former) between the Holder or beneficial owner of a Security and the Relevant Jurisdiction other than merely holding such Security or receiving principal, premium, if any, or interest in respect thereof (including
such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or
having had a permanent establishment therein); 
 (ii) in respect of any Security presented for payment (where presentation
is required) more than 30 days after the relevant date, except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on the last day of such 30-day period. For this purpose, the
“relevant date” in relation to any Security means the later of (a) the due date for such payment or (b) the date such payment was made or duly provided for; 

  
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 (iii) in respect of any Taxes that would not have been imposed, deducted or
withheld but for a failure of the Holder or beneficial owner of a Security to comply with a timely request by the Company addressed to the Holder or beneficial owner to provide information concerning such Holder’s or beneficial owner’s
nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request is required under the tax laws of such jurisdiction in order to reduce or eliminate any withholding
or deduction as to which Additional Amounts would have otherwise been payable to such Holder; 
 (iv) in respect of any Taxes
imposed as a result of a Security being presented for payment (where presentation is required) in the Relevant Jurisdiction, unless such Security could not have been presented for payment elsewhere; 

(v) in respect of any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; 

(vi) to any Holder of a Security that is a fiduciary, partnership or person other than the sole beneficial owner of any payment
to the extent that such payment would be required to be included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, or a member of that partnership or a beneficial
owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner or beneficial owner been the Holder thereof; 

(vii) in respect of any such Taxes withheld or deducted from any payment under or with respect to any Security where such
withholding or deduction required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing, amending or supplementing such Directive or any law implementing or complying with, or introduced in order to conform
to, any such Directives; 
 (viii) with respect to any withholding or deduction that is imposed in connection with Sections
1471-1474 of the U.S. Internal Revenue Code and U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction implementing or relating to FATCA or any non-U.S.
law, regulation or guidance enacted or issued with respect thereto; 
 (ix) any such Taxes payable otherwise than by
deduction or withholding from payments under or with respect to any Security; or 
 (x) any combination of Taxes referred to
in the preceding clauses (i) through (ix) above.” 
 (b) Section 14.01(h) of the Base Indenture shall be replaced in its
entirety by the following with respect to the Notes only: 
 “to conform the text of this Indenture or any series of the Securities to
any provision of the section entitled “Description of Debt Securities” in the Prospectus or of the section entitled “Description of the Notes” in the Prospectus Supplement to the extent that such provision in the Prospectus or
the Prospectus Supplement, as the case may be, was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate;” 

  
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 (c) Clause (xi) of Section 14.02(a) of the Base Indenture shall be replaced in its
entirety by the following with respect to the Notes only: 
 “reduce the amount of the premium payable upon the redemption or
repurchase of any Security or change the time at which any Security may be redeemed or repurchased as described in Section 4.07 of the Base Indenture or as described in Section 2.02 or 2.04 of the Third Supplemental Indenture, whether
through an amendment or waiver of provisions in the covenants, definitions or otherwise (except through amendments to the definition of “Triggering Event” if applicable).” 

ARTICLE III 

MISCELLANEOUS PROVISIONS 

Section 3.01 Confirmation of Indenture. The Base Indenture, as supplemented and amended by this Third Supplemental Indenture, is
in all respects ratified and confirmed, and the Base Indenture, this Third Supplemental Indenture and all indentures supplemental thereto with respect to the Notes shall be read, taken and construed as one and the same instrument. 

Section 3.02 Severability. If any provision in this Third Supplemental Indenture or in the Notes shall be held to be invalid,
illegal or unenforceable under applicable law, then the remaining provisions in this Third Supplemental Indenture or in the Notes shall be construed as though such invalid, illegal or unenforceable provision were not contained herein. 

Section 3.03 Conflicts with Base Indenture. In the event that any provision of this Third Supplemental Indenture limits, qualifies
or conflicts with a provision of the Base Indenture, such provision of the Third Supplemental Indenture shall prevail. 
 Section 3.04
Benefits of Indenture. Nothing in this Third Supplemental Indenture expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or to give to, any Person other than the
parties hereto and their successors and the Holders of the Notes any benefit or any right, remedy or claim under or by reason of this Third Supplement Indenture or the Base Indenture or any covenant, condition, stipulation, promise or agreement
hereof or thereof, and all covenants, conditions, stipulations, promises and agreements contained herein or therein shall be for the sole and exclusive benefit of the parties hereto and their successors and of the Holders of the Notes. 

Section 3.05 Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

  
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 Section 3.06 Governing Law; Waiver of Trial by Jury. This Third Supplemental
Indenture and the Notes shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State (without regard to conflicts of laws principles
thereof that would permit the application of the laws of another jurisdiction). 
 Section 3.07 Information Sharing. The Company
understands that The Bank of New York Mellon is a global financial organization that operates in and provides services and products to clients through affiliates and subsidiaries located in multiple jurisdictions (the “BNY Mellon
Group”). The Company also understands that the BNY Mellon Group may centralize in one or more affiliates, subsidiaries or unaffiliated service providers certain activities, including audit, accounting, administration, risk management,
legal, compliance, sales, marketing, relationship management, and the storage, maintenance, aggregation, processing and analysis of information and data regarding the Company and any accounts maintained by it with the BNY Mellon
Group. Consequently, the Company hereby consents and authorizes The Bank of New York Mellon to disclose to other members of the BNY Mellon Group (and their respective officers, directors and employees) on a need-to-know basis information and
data regarding the Company and any accounts established pursuant to this Third Supplemental Indenture in connection with the foregoing activities. To the extent that information and data includes personal data encompassed by relevant data protection
legislation applicable to the Company, the Company represents and warrants that it is authorized to provide the foregoing consents and authorizations and that the disclosure to The Bank of New York Mellon will comply with the relevant data
protection legislation. The Company acknowledges and agrees that information concerning the Company may be disclosed to unaffiliated service providers that the Trustee, where practicable, has previously identified in writing to the Company and who
are required in writing to maintain the same level of confidentiality of such information, or when required by law to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates. 

EACH OF THE COMPANY AND THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS THIRD SUPPLEMENTAL INDENTURE. 

[Signatures on following page] 

  
 13 








 IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed
as of the date first written above. 
  

			
	BAIDU, INC., as Issuer
		
	By:	 	 /s/ Jennifer Xinzhe Li

	Name:	 	Jennifer Xinzhe Li
	Title:	 	Chief Financial Officer
	
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	 /s/ Tsola Uwhuba

	Name:	 	Tsola Uwhuba
	Title:	 	Vice President









 EXHIBIT A 

FORM OF 2.750% NOTES DUE 2019 

FACE OF NOTE 
 [For Inclusion in a Global
Security only — UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] 

BAIDU, INC. 
 2.750% Note Due 2019

 PRINCIPAL AMOUNT: US$             

CUSIP: 056752 AD0 
 No.:
             
 Baidu, Inc., an exempted company incorporated in the Cayman
Islands (the “Company,” which term includes any successor thereto under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co, or registered assigns, the principal sum of
                             U.S. DOLLARS (US$        ) (or such
other principal amount as shall be set forth in the Schedule of Increases or Decreases in Note attached hereto) on June 9, 2019, or on such earlier date as the principal hereof may become due in accordance with the provisions of this Note. 

Interest Rate: 2.750% per annum. 

Interest Payment Dates: June 9 and December 9 of each year, commencing on December 9, 2014. 

Record Dates: May 25 and November 25. 

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place. 

  
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 This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof. 

  
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 IN WITNESS WHEREOF, Baidu, Inc. has caused this Note to be duly executed. 

 

			
	BAIDU, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

Date of authentication: 
  

			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
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 REVERSE OF NOTE 

BAIDU, INC. 
 2.750% Note Due 2019

 This Note is one of a duly authorized issue of debt securities of the Company of the series designated as the “2.750% Notes due
2019” (the “Notes”), all issued or to be issued under and pursuant to an Indenture, dated as of November 28, 2012 (the “Base Indenture”), duly executed and delivered by and between the Company and The Bank
of New York Mellon, as trustee (the “Trustee,” which term includes any successor trustee), as supplemented by the Third Supplemental Indenture, dated as of June 9, 2014 (the “Third Supplemental Indenture”),
duly executed and delivered by and between the Company and the Trustee. The Base Indenture as supplemented and amended by the Third Supplemental Indenture is referred to herein as the “Indenture”. Capitalized terms used herein and
not otherwise defined shall have the meanings given them in the Indenture. 
 1. Interest. The Company promises to
pay interest on the principal amount of this Note at a rate of 2.750% per annum. The Company will pay interest semi-annually in arrears on June 9 and December 9 of each year. If a payment date is not a Business Day as defined in the
Indenture at a Place of Payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period. Interest shall be computed on the basis of a 360-day year of twelve 30-day
months and, in the case of an incomplete month, the actual number of days elapsed. 
 2. Method of Payment. The Company shall pay
interest on the Notes (except Defaulted Interest), if any, to the Persons in whose name such Notes are registered at the close of business on the Record Date referred to on the face of this Note immediately preceding the related Interest Payment
Date, even if any Notes are canceled, repurchased or redeemed on or after such Record Date and on or before such Interest Payment Date. Payment of interest on the Notes shall be made, in the currency of the United States of America that at the time
is legal tender for payment of public and private debts, at the Corporate Trust Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or, in accordance
with arrangements satisfactory to the Trustee, by wire transfer to an account designated by the Holder. 
 3. Paying Agent,
Authenticating Agent and Registrar. Initially, The Bank of New York Mellon, the Trustee, will act as Paying Agent, Authenticating Agent and Registrar. The Company may change or appoint any Paying Agent or Registrar without notice to any
Noteholder. The Company may act in any such capacity. 
 4. Indenture. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (“TIA”) as in effect on the date the Indenture is qualified. The Notes are subject to all such terms, and Noteholders are referred to the Indenture
and TIA for a statement of such terms. The Notes are unsecured general obligations of the Company and constitute the series designated on the face of this Note as the “2.750% Notes due 2019,” initially limited to US$1,000,000,000 in
aggregate principal amount. The Company will furnish to any Noteholder upon written request and without charge a copy of the Base Indenture and the Third Supplemental Indenture. Requests may be made to: Baidu, Inc., Baidu Campus, No. 10 Shangdi
10th Street, Haidian District, Beijing 100085, People’s Republic of China, Attention: Legal Department. 

  
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 5. Redemption and Repurchase. The Notes are subject to optional redemption, and may be the
subject of a Triggering Event Offer, as further described in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

6. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in the denominations of US$200,000 or any
integral multiple of US$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Notes may be presented for exchange or for registration of transfer (duly endorsed or with the form
of transfer endorsed thereon duly executed if so required by the Company or the Registrar) at the office of the Registrar or at the office of any transfer agent designated by the Company for such purpose. The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. 

8. Persons Deemed Owners. The registered Noteholder may be treated as its owner for all purposes. 

9. Amendments, Supplements and Waivers. The Indenture and the Notes may be amended or supplemented as provided in the Indenture. Any
consent or waiver by the Noteholders as provided in the Indenture shall be conclusive and binding upon such Holders and upon all future Noteholders and holders of any security issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon the Notes. 
 10. Defaults and Remedies. The Events of
Default relating to the Notes are defined in Section 7.01 of the Base Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Company, the Trustee and the Noteholders shall be as set forth in the applicable
provisions of the Indenture. 
 11. No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or the Notes, or because of any indebtedness evidenced thereby, shall be had against any incorporator as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Company or
of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability
being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof. 
 12.
Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 

  
 A-6 








 13. Governing Law. The Base Indenture, the Third Supplemental Indenture and this Note
shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State (without regard to conflicts of laws principles thereof that would permit
the application of the laws of another jurisdiction). 

  
 A-7 








 ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE] 
  

 
  

 
 [PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE] 
  
  

the within Note and all rights thereunder, hereby irrevocably constituting and appointing
                                        
Attorney to transfer such Note on the books of the Issuer, with full power of substitution in the premises. 
  

							
		 		 		 	Signature:
				
	Dated:                     	 		 		 	  

		 		 		 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

 SIGNATURE GUARANTEE 

[Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.] 

  
 A-8 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 2.04 of the Third Supplemental Indenture, check the
box below: 
  ̈   Section 2.04 

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 2.04 of the Third Supplemental Indenture,
state the amount you elect to have purchased: 
 US$         

 

					
	Date:                    	 	Your Signature:	 	  

		 		 	(Sign exactly as your name appears on the face of this Note)
			
		 	Tax Identification No:	 	  

			
		 		 	Signature Guarantee:
			
		 		 	  



  
 A-9 








 SCHEDULE OF INCREASES OR DECREASES IN NOTE*

 The initial principal amount of this Note is US$        . The following increases or decreases in
a part of this Note have been made: 
  

									
	 Date
	 	 Amount of

decrease in

principal
 amount of
this
 Note
	 	 Amount of

increase in

principal
 amount of
this
 Note
	  	Principal
amount of this
Note following
such decrease
(or increase)	  	Signature of
authorized
signatory of
Trustee
		 		 		  		  	
		 		 		  		  	
		 		 		  		  	
		 		 		  		  	
		 		 		  		  	

  

	*	Insert in Global Notes. 


  
 A-10